Ben 10: Rewind
by Car45
Summary: There are so many ways a story can be told. Let's go back to the beginning and see a slightly different reality for Ben Tennyson.
1. Chapter 1

"I really wanted to go to computer camp this summer." Gwen told her dad.

He smiled at her. She knew that smile, it meant the decision was made. "Honey, I just thought that you might enjoy seeing the country. And you did have some problems in history class this year. Max is going to be visiting some very interesting historical sites."

She did kind of like that idea. It was one thing to read about places but those are just stories. It becomes so much more..real, when you actually see them.

Then of course there was the other part of the trip. "So I suppose the dweeb is going."

"Gwendolyn Sanderson," he mother chided. "I thought you and Ben were friends."

Gwen sighed, "We are. Just, sometimes he can be such a...a.."

" I know, doofus." her mother finished. Then her father added, "You know _sometimes_ boys his age act like that around a girl they like."

"DAD." Gwen protested.

"Frank," her mom interjected, "Stop teasing her."

"Okay," he relented. "Come on pumpkin, finish getting ready.

Gwen got her bags packed and waited in the living room for Mr. Tennyson.

She had known him all her life, he was like family; certainly her parents treated him like he was. Gwen's father had served with Mr. Tennyson in the Air Force. They had made a point to keep contact after discharge.

That was how she knew the dweeb to. Mr. Tennyson's grandson. Ben seamed to be closer to his grandpa than he was to his parents. There was just a connection between them. Gwen hoped, as Ben grew up, that he'd learn to be more like his grandpa.

As she was lost in her thoughts a familiar sight pulled up. The RV affectionately called the Rustbucket.

In a moment Max was walking in the door and Gwen ran to greet him.

"Hi, Mr. Tennyson." she said giving him a hug.

He returned the hug, "Now how many times do I have to tell you to call me Max."

"I'm sorry Mr...Max."

He smiled down at her. "Come on. Let's go pick up the other part of our trio."

She smiled back at him. Ben may annoy her but, for reasons she'd never understand, they had become good friends. Sometimes it could be fun to spend time with him.

"Okay Mist...Max."

With that they were out the door and on there way.


	2. Chapter 2

Ben wasn't happy when he found out he'd be sharing this summer road trip with the nerd queen...At least that was his story, and he would stick to it. It wouldn't do to let her know he had thought he might kind of miss her this summer, can't let anyone think he was going soft.

Then he saw a shooting star and followed it to where it seamed to be about to hit. That choice changed his life.

It clung to his wrist, then, as he was trying to get it off, he transformed.

Seeing himself on fire...but not in any pain...He was afraid, panicked in fact. But again he couldn't let anyone know that. He can't be seen as a coward, or as weak.

They found him. Gwen of course scolded him. Grandpa acted strangely. He blurted out that the fire guy was an alien, not a monster; almost like it was silly to think otherwise. He seamed to know more than he was admitting. Well Ben understood that. He had been hiding things all his life, sometimes from everyone else, sometimes from himself. Still, why does it seam that none of this surprises him.

They had proven to be an incredible team against those robots. It was so awesome to be a hero.

Then there was that weirdo Animo. Ben hadn't really been afraid when the mutant animals were after him, well not much anyway; But when that bird took Gwen...Ben was surprised at how afraid he was seeing her carried out of his reach by that giant bird. How desperate he had been to get her back, not that he would ever admit that to her of course.

Then again his grandpa said something weird. This was like the old days. Just whose pipes was he fixing?

When it was all over Animo showed Ben how he had been acting. He was ashamed when he realized how much he'd sounded like this crazy scientist.

He was beginning to genuinely believe what Max had told him, he knew that he had done something good and it really was enough.

To his surprise though, it did feel really good to hear Gwen thank him for saving her. Although it did catch him off guard. Ben couldn't resist teasing her with his response. "That's what we heroes do best, rescue dweebs." He got a predictable response from her.

Ben wondered if these arguments were as much fun for her as they were for him.


	3. Chapter 3

The summer was certainly going to be more exciting than Ben had expected. They had seen a real sea monster...and the Krakken; along with a lot of other strange things.

One of them was bothering Gwen now.

"Ben,"

"Yeah, Gwen."

"I'm sorry about wishing to see you lose a fight."

She could have lost him. They were good friends, in there own way, but she guessed that he's kind of grown on her; _like a fungus_ she said to herself.

Still, while she would expect seeing anyone die to be awful, it bugged her more than she would have expected that her favorite dweeb might get himself killed.

"It's okay. I guess I had to learn the hard way to think things out. Raw muscle isn't the only kind of power, huh."

She smiled, proud of him for seeing that. He interrupted her thoughts.

"While we're apologizing, I'm, uh, sorry about the Ghostfreak prank."

"I was kind of mad about that but not so much now. Apology accepted. What did you mean by being him was weirder than normal?"

That one's just...really weird, even being a giant bug doesn't feel that way. Kind of creeps me out to be him."

"Funny thing about that one," Gwen said, "He's the only one of your aliens that scares me a little. You can be a bug, or a living wall of flame or a big alien dog or what ever but I'm not afraid because I know it's you. Ghostfreak just feels like...I'm not sure if it's you."

"Yeah, sometimes when I use that one I wonder the same thing. I kind of feel like I could fade and Ghostfreak would be all that was left."

Ben suddenly really wanted to get to a different topic. "Sparksville was fun though, until the megawatts anyway."

She smiled at him. "Yeah it was. I got some great pictures to. Want to see em?" She held up her camera.

"Sure, that would be cool." He moved over to sit next to her as they looked at her photos.


	4. Chapter 4

It was a mistake, Ben knew that but his pride wouldn't let him admit it. But why couldn't he have something for himself. He has used the Omnitirx so many times to help other people. Why not once for himself.

He saw the look in Gwen's eyes and found the answer. He got what he'd wanted at the expense of what she'd wanted. She just wanted a nice bed and a hot shower, a little luxury, and he has ruined it for all of them...Something in him knew he should apologize, but something else in him wouldn't let him.

Max went to try to get his money back for the hotel rooms, telling them to stay put.

As soon as max had left Gwen saw Ben walking toward the door. She knew she should stay out of family matters but she cared for both Mr. Tennyson and, well, Ben was her friend...sort of.

"Ben," She really hoped she wasn't making a mistake. "Tell me what's on your mind?"

Ben stood in front of the door. He wanted to leave precisely because Max had told him not to, but, maybe she could help him sort this out.

"Uh, yeah, I guess." Ben sat down and Gwen sat next to him. Ben started. "Was it really so bad. I don't ask for rewards, I mean I know I got kind of, you know, kind of went Animo about getting credit but, well why not just one thing for myself."

"I think you already know the answer. So why don't you tell me."

Ben sat thinking for a moment. He needed to stay calm and think with his head and not his emotions, as much as he'd prefer to just go with what he feels. The answer stung.

"I was only thinking about myself, not you and Grandpa. And I made myself an exception to the rules.

I was selfish...I was the bad guy."

Gwen watched as Ben analyzed himself, very correctly she thought...And why wouldn't he be childish, he was a child after all. One who had a lot of responsibility now. He needed her help to carry that responsibility.

"That's very insightful Ben. I think it's normal to have selfish impulses sometimes. I know I do. Just remember Ben, you're a hero. Not because of the watch but because of what's in here." She said placing a finger over his heart.

Ben smiled at her. "Thanks Gwen."

"Any time."

Soon Max returned to the rustbucket.

"Well, I was able to get a partial refund since we weren't there very long."

Ben walked up to Max with an obvious contrite expression. "Grandpa...I'm..I'm sorry I got us kicked out. I was just thinking about myself and, well, most of all, I'm sorry I let you down."

Max expression softened. "It's okay Ben. We all make mistakes. I'm proud that you learned from yours." He wrapped his arms around Ben in a hug.

Buried in the big mans embrace Ben said. "I had a little help." Ben extended his arm toward Gwen. She hesitated only a second before joining in. _this feels really nice,_ she thought.

The heart warming moment was brought to a quick end by the sound of screams. They all looked out of one of the windows to see everyone running from a kid. Maybe just a little older than Ben from the looks of him.

The boy was very thin, wearing all black, with jet black hair. Electricity or some kind of power arced from his hands and arms. "OKAY SO I'M A FREAK... LET'S JUST SEE WHAT THIS FREAK CAN DO."

Ben started to dial in an alien. Max held his arm. "Ben, wait. We don't know what we're up against yet. Watch for a minute."

They did watch. He absorbed power and could use it for his own purpose.

Max knew what he'd have to do...but not here. "Ben, get his attention then lead him back the way he came. We need to deal with him away from all of these people."

Ben nodded and switched to stinkfly. He flew out to the mutant as Max started the rustbucket.

Ben shot stinkfly goo at the kid. "Hey, FREAK, pick on someone your own size."

Ben saw the surprised look on the kids face. "Time to squash a bug."

As much as Ben hated to run he did as Max had said and let the kid chase him. Max and Gwen followed. They watched the two boys trade shots until it was clear that the kid in black was running low on power. Then Max stopped the rustbucket, stepped outside and took out what, to Gwen, looked like a ray gun from one of those old Flash Gordon serials. He fired it not at, but just behind the kid.

Ben and Gwen looked in amazement as a portal of some kind opened. The boy in black was pulled in, and the portal closed.

Ben landed just as the Omnitrix timed out. Both kids turned to Max, quizzical looks on there faces. He looked back..."I guess we need to talk."


	5. Chapter 5

Max took the rustbucket to an out of the way place, parked it and went back to sit at the table with the kids.

"Okay kids, I guess I have some things to tell you."

"Yeah," Gwen agreed, "Like what was that ray gun?"

"Alright, the gun was a null void projector. It opens a portal to, well the null void; A sort of pocket dimension. It's kind of like being banished.

But let's start at the beginning. You guys know I was in the Air Force right."

The kids nodded. "That's where you met my dad." Gwen said.

"Kind of. It wasn't long after I applied to be part of the space program that I was called into the General's office about a special project, it was above top secret."

The kids were in rapt attention. His trainees had never listened so closely. He continued.

"The assignment was to deal with alien threats to earth. He told me, _some of the stories you hear about aliens is just what you think it is, a guy who want's attention or just a nut...but some of it's real. We are the guys who deal with that._

He told me it had to be kept secret. Only the president and the highest brass know about it. The code name of the unit was The Plumbers, because we would do the dirty work no one else can. He said I would be discharged from the service, the publicly visible service anyway, and actually taught to do plumbing to as a way to keep my cover.

Then he told me the main reason we were formed was a guy named Vilgax. The entire galaxy lived in terror of this guy, and earth would not be helpless if and when he set his sights on us."

"And that's when you meet my dad?" Gwen asked.

"Yup, The General had asked me if I wanted to recommend anyone. I had first suggested my brother but he told me it had been Gordon who had recommended me and my nephew Joel.

I did have a recommendation though. One of the guys in my squadron named Frank Sanderson. He and I became best of friends. I met most of my close friends there.

Your dad met your mother on a mission. After that she started working with us and they hit it off right away. I guess you know how that ended up."

"So," Gwen interjected, "My parents met when they worked with you?"

"They sure did. I was even the best man at the wedding, and that's how I became your godfather. It's also why they trust me enough to let their daughter spend the whole summer with me."

Ben asked, "So did you know about the Omnitrix?

"I had heard of a new weapon, a genetic weapon that was being developed. When I saw the Omnitrix I thought it might be that weapon...and I knew having it would put you in danger.

At first you seamed to be just as irresponsible as I would expect of a ten year old, but you really have adapted Ben. I think if you keep training with me you'll do just fine. But remember, that's no toy. I suspect we've only scratched the surface of what it can do."

For a while things were relativity quite for them except for a giant parasite that was threatening to consume earth. Ben did discover a new alien though, Canonbolt.

One morning Ben woke to find Gwen already up front helping Max make breakfast

"Well good morning sleepy head" Max greeted him as Gwen sat across form him.

"So did you sleep well." She asked.

"Okay I guess but I had this really weird dream. The summer started all over again but this time YOU had the Omnitirx, but Grandpa ended up with it in the end. You guys acted like I was crazy except I knew about things that were going to happen."

"Sounds like an interesting dream." Gwen said.

"Yeah but the funny thing, it felt like more than a dream. You know, too real."

"Well it wasn't real, I mean we're all here and you have the Omnitirx..." Gwen paused. "But I know what you mean. Just last night I had a really strange one. You and I were a little older, and we were cousins, Max was my grandpa to, and if that's not weird enough I was dating that psycho mutant that we trapped in the null void. That one also felt too, I don't know..tangible."

"So we were family and you were dating a homicidal nut. I think I'll take things like they are thanks."

Gwen smiled and put her hand on his..."Yeah, me to."

They looked at each other in the eyes for an awkward moment when Max interrupted. "Breakfast is served."

The kids broke there gaze and turned to the plates Max set before them.


	6. Chapter 6

The summer continued, a much more exciting summer than any of them had expected.

Soon it was Gwen's turn to discover something amazing. The had a second run in with the sorcerer Hex. This time with his niece Charmcaster. With this Gwen discovered that luck charms weren't her only way to be a hero, she could do magic; and, apparently she had the potential to be a very powerful sorceress.

Of course Ben started teasing her, just lightly. Such as singing "Witchy Woman" when Gwen would enter a room. Or asking her, in a poor imitation of Glenda from "The Wizard of OZ", "Are you a good witch or a bad witch?"

The response was always "Keep teasing me and find out."

It got old fast but they always laughed.

Among their stops was an underwater resort owned by Max's old friend Donovan Grandsmith.

"So Grandpa, was Mr. Grandsmith a plumber to?"

"No, he and I go back way further than that. We were best friends when we were kids; But life took him one way and me in another. Still we kept in touch." Max added, "I think he's kind of anxious to show off his newest venture."

Once at the resort they met Donovan and his grandson Eddie.

Eddie didn't seem at all pleased with his assignment to give the younger guest a tour while his the adults spoke for a while. Ben and Gwen amused themselves by mocking Eddie's rude, and sometimes boastful attitude during the tour. Ben enjoyed making Gwen laugh, he found that her laughter at Eddie's expense was even better.

Of course nothing could go smoothly this summer and as they were joy riding in the sub they were attacked by cyber squids.

As Ben, in the form of Ripjaw was fighting he saw Gwen and Eddie in the front seats of the sub. He didn't have a lot of time to think about it but something about that bugged him.

Then later, when they had to help Stinkfly get out of the water, Eddie made it clear that he knew Ben was all of those aliens. Ben knew that Gwen respected intellect and here was Eddie showing off how clever he was. He was also changing his attitude. Ben wondered how much of that might be an attempt to impress Gwen.

Ben found himself glad that he was between his old friend and his new one, and he was starting to ask himself why.

Soon the resort was destroyed. Thanks to Ben and Upgrade the kids got out alright. Eddie had a change of attitude and they found themselves with a new friend. He and Ben had exchanged phone numbers and email addresses; He did the same with Gwen. Once again Ben felt an annoyance he couldn't account for while watching that. He was glad to be back on the road just him, grandpa...and Gwen. Still he would like to see Eddie again sometime. Maybe on the moon.


	7. Chapter 7

The coming days had plenty in store for them, including more trouble with Ghostfreak and Animo...and Kevin.

Vilgax and Ben were both caught in the null void where the alien squid monster had teamed up with Kevin to finish Ben off.

Ben had been too busy running from his enemies to come up with a strategy. It had been in the back of his mind though that he may never get out of here. There was no way out. He was trapped here with his worst enemies. It would be only a matter of time before they caught him. The thing that came to his mind when he could get a moment to rest was that he may need to detonate the omnitrix to keep it out of their hands...and rid the galaxy of Vilgax. He heard them coming though so he'd need to work on that later.

Back on the run he was flying in the form of Stinkfly when he saw a face he never thought he'd see again, Gwen. He hugged her, "Am I glad to see you!" If he was trapped here forever he wouldn't mind so much as long as she was with him.

But soon Vilgax and Kevin had them and Kevin was going to crush Gwen unless Ben gave them the Omnitirx.

What choice did he have? He agreed. Of course Vilgax wasn't a man of his word but hopefully when he had what he wanted he'd have more important things to do than just hurting Ben for the fun of it.

It was the worst pain Ben had ever felt when they used that,what ever it was, to remove the omnitrix. every inch of his body was in agony, he swore it felt like electricity running through his body. And when it came off his arm, it felt like the skin and muscle were tearing off with it. But it was worth it. He had Gwen back. And what do you know but that clever girl pulled the old shell game on them. She left them with a bomb and he had the omnitrix again. Although he'd lost the master control.

She didn't say anything but in the privcy of her thoughts Gwen reflected on what she'd seen. What Ben had suffered to save her. Objectively it was a dumb idea to give up the omnitrix for one person, she knew that. But it still felt good to know that she was that important to him.

She vowed that she would never forget that.

 **/**

 **AN:** Question readers. It occurs to me that this is not much more than a retelling of the OS. Of course it's also interesting that it takes so little change to do a budding romance story...almost as though that was the original plan.

The questing is this. Is the overt Bwen story different enough from the Bwen overtones in the OS to even justify continuing this story.

Let me know what you think.


	8. Chapter 8

More travels and more adventures eventually brought them to New Mexico. Well supposedly New Mexico. Mr. Tennyson's friend, Wes Green said they were near canyon de chelly and Gwen's research indicated that canyon de chelly was in Arizona. But it is close to the boarder so maybe they crossed state lines.

While they were there Ben had become infatuated with Mr. Green's daughter Kai. At first Gwen just shook her head when she saw Ben's behavior toward the girl but soon she realized it was bothering her. And she soon had to give herself an honest answer as to why...She was jealous.

As much as she felt for Ben when she found out that Kai was only interested in having a dangerous pet to tame, she was relieved that she no longer had competition for Ben's attention.

 _Why am I so possessive of him?_ She asked herself. The answer was obvious though. She was growing to see him as more than a friend...even with some of his annoying habits she just liked being with him.

Ben watched, stunned at the adamant dress down that Gwen gave to Kai over her intention to tame "Benwolf"

He had never seen her get so worked up about anything. She was taking this personally. Ben found it kind of gave him a good feeling. Not often that anyone ever spoke up for him.

When they were on the road again they sat at the table together.

"Thanks for speaking up like that."

She gave him a small smile. "No problem, Like I said, I'm the only one who gets to pick on you."

Ben laughed nervously. "Heh, yeah. I'm glad I didn't hurt you when I was the wolf."

It took Gwen a moment to catch the implications of that. The alien wolf, that they thought was a werewolf, was supposed to attack the person he cared most about. They had made a joke of it but Ben had just confirmed that to him that meant her.

"Ha, yeah. Close one huh."

"Yeah."

They sat for an awkward moment when Gwen broke the silence.

"Be yourself."

"What?" Ben asked.

"Those were the two words I told you about; Be yourself. If you need to be something else for a girl then she really doesn't like you, just the image you've created."

Gwen put her hand over Ben's. "Find a girl who likes you as you are."

They smiled at each other as the rustbucket rolled on.


	9. Chapter 9

Gwen walked in on Ben as he was stumbling around on a mat with foot prints. 

"Hmm, this looks familiar." Gwen said. "Oh I know, like Goofy learning how to dance."

"Ha, funny Gwen. Just be glad I can't put one of these footprints on your big butt."

"Maybe we can find you a dress makers mannequin."

Ben grunted in frustration. "Why do I have to dance with her anyway."

"It's just part of the tradition Ben. The best man will dance with the maid of honor and the ring bearer, You, will dance with the flower girl."

Ben hung his head and sighed. "I'm going to make a fool of myself."

Gwen was about to make a snarky comment about it being too late for that, but the look on Ben's face changed her mind. "Well, lucky for you I had two years of cotillion."

"Co-what?" Ben asked.

She rolled her eyes. "Cotillion, learning manors. You should try it sometime." Before Ben could respond she added. "And it includes formal dance. I can teach you."

She walked to the center of the room to stand next to Ben. "It's pretty simple. The most important thing is not to step on her toes."

Gwen took Ben's hands and she counted out the steps.."One, two..one, two..one two. There, you're getting it."

The two continued for a while then Gwen said. "Now this may make you feel a little awkward but you're not going to be holding each others hands all night. She moved in closer and directed Ben's hand to the small of her back. She then placed hers on his shoulder. She looked him in the eye. _Is he getting taller_ , she asked herself. _He's looking me in the eye._ As he did she felt butterflies like she hadn't since the first time she had danced this close with a boy in her class.

But those butterflies weren't caused just awkwardness at the situation, although there was that. There was a comfort there. She was finding that she liked this closeness.

Ben broke into her thoughts as he said in an almost giddy tone. "Check this out, I'm dancing."

She smiled and said. "You're a natural."

He returned the smile saying "Thanks Gwen."

"You're welcome...Maybe, save a dance for me?"

"You got it."

What they didn't notice was who was watching.

Before their dance ended Max ducked back toward the front of the rustbucket, he didn't want to embarrass them by letting then know he'd been watching. _That would ruin such a sweet moment._ He thought. Looked like Natalie might be right about these two.

Later that evening, after dealing with the brides parents and ex-boyfriend, the wedding proceeded. Max and Gwen were proud of Ben's conduct in his role as ring bearer. The usually mischievous boy behaved perfectly. Gwen has suspected he could be a proper gentleman if he wanted to. She found it very satisfying to have it confirmed.

At the reception the dance began traditional with the bride and groom starting the first dance.

Ben wasn't the sentimental type normally but he did see how this kind of thing could be appealing; Having that one person that you could always count on, talk to about anything, a partner in life that would always have your back.

Suddenly Gwen's voice broke through his thoughts. "Earth to doofus. It's almost your time to dance. Go over to Lucy."

"Huh, oh, yeah." He walked over to the girl who was now his cousin by marriage and, clumsily asked her to dance.

"Gets nervous around girls doesn't he Mr. Tennyson." Gwen asked

"Yes, with one exception I've noticed." he answered.

"Really? Who?"

Max only answer was raised eyebrows as though she should know the answer. She caught on.

"Oh, huh, yeah, I guess maybe so." She said, suddenly fidgeting in her seat.

After the dance was over Ben came back to the table. But he didn't sit down. Instead he walked over to where Gwen was sitting. "Well Gwen, do you want to dance. I did tell you we would."

Not the most eloquent invitation to dance that she'd ever heard, but he's new to this whole behaving like a civilized human being thing, she reasoned.

"Why I'd love to Mister Tennyson." She said as she rose from her seat to walk with him onto the dance floor.

They stepped out and place their hands just as they had in the rustbucket. The music began and they moved with it, in perfect unison together. _Just like when we fight aliens or criminals._ Ben thought. As much as they may argue he could always count on her, she would always have his back just as he would always have hers.

Hadn't he been thinking about something like that just a while ago?

They continued to move in sync with the music and each other as they held each others gaze, just content to be together, no arguing, no aliens, just moving to the music as softly talking.

In those moments something was happening. Neither could exactly say what but both felt it; a connection they didn't have before, a bond beginning to form. Where it would go from here, neither knew but they were happy with it now.


	10. Chapter 10

Gwen couldn't get that dance out of her mind. She wondered if the same was true for Ben. She looked back at him sitting on his bunk fiddling with the Omnitirx. He really wanted the master code back.

It wasn't long before his fiddling backfired and he was on his way to find Azmuth. to prevent the end of the universe.

She of course wasn't going to let him go without her. Her dweeb needed her if he was going to make it out of this alive.

… _.Since when had she started thinking of him as HER dweeb, or her anything for that matter_. She asked herself. Had that just happened over time, was it while they were dancing the other day.

Well she didn't have time to think about that now. They needed to find this guy and get him to fix the watch.

It seemed though that Gwen would never know if they had succeeded. She had shoved Ben out of the way of the wildvine creature that was about to attack him...and it got her instead.

She heard Ben beating on the hatch above; but to no effect.

She accepted her fate. Knowing how carnivorous plants digest their prey she tried to put herself in a magic trance so she wouldn't experience the pain and fear of digestion. Her last thoughts surprised her. _..I love you Ben._

"NO, NO, IT SHOUDL HAVE BEEN ME...IT SHOULD HAVE BEEN ME."

Tatrax was not given to over sentimentality but he couldn't help but feel the anguish in the young heroes cries. Clearly the boys feelings for his companion went deeper than Tetrax had guessed.

Of course being a child, childish behavior came out. He wanted someone to blame and settled on Myaxx. Tetrax was left to calm two irrational beings down and get back on task.

Ben was numb the rest of the way to Azmuths lab. How could this have happened. What does he tell Mr. and Mrs. Sanderson. How does he go on. What will he do without her...He loved her.

Only now did he realize that. It wasn't like the crush he'd had on Kai. He had just been attracted to a pretty girl, but they had no connection. He and Gwen had been friends as far back as Ben could remember, and this summer had formed a bond, taught them that they could rely on each other. They had made their way into each others hearts...And now she was gone. He had realized that he loved her but he would never be able to tell her so.

Then, when they had found this Azmuth. He had the gall to refuse to help them. She had given up her life for him, for the world, and this pouting, goth wannabe was just going to sit in there and brood; having passed his self righteous judgment on the universe, even though it would mean his life to. He would he would squander this chance that Gwen had bought with her life...Well he was going to fix this watch or Ben was going to spend the last moments of existence beating the snot out of this piece of shit.

He went Canonbolt and rolled repeatedly into the door, again and again until he broke through.

It wasn't long after that Vilgax found them...

Consciousness slowly returned to Gwen. He first thought was that the spell hadn't worked and she would get the full experience of being digested by the wildvine.

But she started to realize that she wasn't in the pod. She was in the sunlight...with Gluto, and he was speaking to her. "You'll be okay. I know this is disorienting, it was for me the first time it happened."

She looked at him. "You speak English?"

"I speak a lot of languages. Are you starting to feel better?"

"Yeah, a little I guess."

"So you understood everything that Ben said?" She asked with a slight smirk.

He seemed amused when he answered. "Yes I did. But he's a child and he was afraid. He was trying to hide that. I'd guess that's the root of much of his behavior...Of course that doesn't mean I'm not waiting for the right time to let him know I understood him."

She laughed. "Wait, Ben, where is he. Is he okay?"

"I'd guess he's over there." Gluto gestured toward where a battle was going on.

They came over the hill and saw Ben blasting away with some kind of canon on his arm. _Look at him go_. She thought with pride.

But soon the numbers became too much and two fighters came down on Ben. He seemed to know it was over for him and stood to face it.

Gwen encased the fighters in orbs of magic and destroyed them.

Ben turned around to see her and Gluto standing there. He ran to her and she ran to meet him. As they met they embarrassed. Gwen was surprised at how good it felt, and surprised again when he quietly said. "I love you."

She smiled and whispered "I love you to."

As Tetrax arrived they separated and he asked "Gwen you're alive, but how?"

She explained as well as she could but there wasn't much time for Gluto to fill in details, this fight wasn't over.

Soon though, thanks to Ben and Azmuth it was over. Hopefully they'd never see Vilgax again.

And, yes it was a long ride home but it gave Ben and Gwen some time to talk.

"So, Gwen asked. What you said when we got back together, um, did you mean it?"

"Uh, well, yeah." Why was he stumbling. If he's such a hero, well shouldn't he be good at talking to girls? NO, he realized. A TV hero was always smooth, always knew what to say, but a real hero is just a guy...just like him. He'd do the best he could and hope he wasn't about to wish the universe would have ended, he continued, "I, I did mean it...Um, what about you?"

She answered, "My mother thinks I don't know what love is. She says I'm too young. Maybe she was right, but I think I know now. Yeah Ben. I meant it when I said I love you."

They moved slowly, awkwardly toward each other. The distance between their lips shrinking, each so nervous about what seemed to be happening...

"Entering atmosphere!" Tetrax voice came over the intercom, "Buckle up."

The two looked at each other sheepishly. "Uh, can we talk more about this later?" Ben asked.

"Uh, yeah." she added "Let's pick up where we left off."

Ben smiled as he buckled himself in. "Yeah, lets do that."


	11. Chapter 11

They made short work of the apparent zombies at the mall and Max let the kids go shopping as, surprisingly, Ben had suggested.

Max handed each of the kids a little money. Although they had money of their own doting on his grandson, and the girl who was like a granddaughter to him was part of the perks of being retired.

"You two go have fun. Just be back at the rustbucket by sunset, okay."

"Okay grandpa," Ben said, as the two went to shop.

They stopped at almost every clothes store in the mall. Ben was bored to tears, but watching Gwens excitement was entertainment in itself. She tried on some things she wanted to buy and even modeled some for Ben. Ben had to admit he didn't mind that part, particularly when she tried on some dresses.

For all of her tomboy interest in things like martial arts; and all of her geeky interest in things like museums, this, clothes shopping brought out the girly girl in her. Ben was surprised at how appealing that was. It extended apparently to shoes. They got to a women's shoe store and Gwen tried on several pairs to find things that would match with the clothes she had bought.

"Boy, I'm glad we don't have to wear this kind of thing," Ben said as Gwen modeled some high heel dress shoes. "How do you walk in those?"

"Some girls can run in them if you can believe that. I wouldn't try though. I'd break my ankle."

"HA, The awesome Lucky Girl undone by her own fashion sense."

They both laughed a little.

Ben then picked up one of a pair of clear plastic shoes and said, in a deliberately over dramatic way. "I shall marry none but the girl who fits this slipper."

Gwen smiled and played along. "Okay Prince Benjamin, try it on," she said as she crossed her legs.

Ben didn't expect that but, what the heck, why not have a little fun. He knelt down, in his best imitation of a Disney Prince, to try on the shoe. Might even fit, he thought to himself. But then his mischievous side got the better of him.

"Eeeeeeeeehe," Gwen squealed as she jerked her foot away, then scolded Ben. "Benjamin Tennsyon, the prince didn't tickle Cinderella's foot."

"Ha, maybe he should have."

She smirked at him. "You get one more chance...Prince. No tickling this time." She crossed her leg. He tired in on. "What do you know," he said to her. "It fits." They looked at each other, both slightly red in the face.

Gwen broke the awkward silence. "We should, um, go check out."

"Uh, yeah." Ben said putting back the shoe they had been playing with. But Gwen called back. "Bring the clear shoes to."

Ben smiled. "Whatever you say Cinderelly."

They dropped off the things Gwen had bought then decided to go to a movie. Ben had let Gwen pick. At first she wasn't sure why he kept deferring to her but she picked up on it. After what happened with the wild vines, it was his way to tell her how much she meant to him. Maybe she shouldn't but she had to see how far this would go. She told him what she wanted to see.

"Ugh, 'Leader of the Pack?' Isn't that one of those rom coms or whatever they call it?"

"Yes, you've heard of it?"

"Yeah, standard chick flick stuff. Friend zones this guy to go out with the bad boy, then at the end she sees that the right guy was always there with her, roll end credits."

"It's what I want to see," she said with pleading eyes

"Alright, we'll go."

She smiled and took his hand as they went back to the mall.

A few more adventures and the summer was over, and so were their adventures...Or so they thought.

They arrived home. Ben was dropped off first. His parents noticed that he hadn't followed them into the house. They saw him still at the curb waving to Gwen, as she waved back.

Mr. and Mrs. Tennyson looked at each other knowingly.

Ben found the regular routine boring. It didn't help that he had to put up with Cash and JT again. He didn't need his aliens to deal with them and Ben had no doubt it wouldn't take long for them to give him an opportunity to show that he wasn't the push over they remembered. But that was interrupted by Vilgax. He had found Ben and attacked him in his home.

Ben, Gwen, Max and Ben's dad bested Vilgax. Possible even killed him. Although they knew not to relax unless a body was found.

Also Ben's secret was out. He had to admit there was some satisfaction in seeing the looks on Cash and JT when they realized who had done all of those heroic things over the summer.

But best of all was the fact that Gwen was in his class now. Oh, they kept up their usual banter, but it was clear that they were just having fun with it.

Class ended early one day though when Animo attacked. Ben and Gwen went into action as the whole school watched.

The outcome was never in doubt and Animo was taken away again.

Ben turned to Gwen. "I think we have a problem. All of our enemies know where to find us...and the people we care about."

"Yeah," Gwen agreed. "I think we need to talk to Max."

Gwen then noticed all of the other students and the teachers were watching. She decided this was a good time to pick up on a dormant subject with Ben.

"Ben."

"Yeah."

"You know we never did get back to that talk we were having on the way back to Earth."

Before Ben could say anything in response Gwen put her arms around him and kissed him. He returned the kiss.

She pulled back and whispered in typical playground sing song "Benny's got a girlfriend."

He smiled at her. "He sure does." and with that he kissed her again.


End file.
